Compounds of the formula Ia or Ib: ##STR00001## wherein X and Y are N or
one of X and Y is N and the other is CR.sup.g, and A, D, E, G, W,
R.sup.1, R.sup.2, R.sup.3, R.sup.4 and R.sup.5 are as defined herein.
Also disclosed are methods of making the subject compounds and methods of
using the compounds for treatment of p38 MAP kinase-mediated diseases.